The Internet
Corporation for Assigned Names and Numbers and [INSERT REGISTRY OPERATOR NAME]
agree, effective as of _______________________________, that this Specification
13 shall be annexed to the parties’ [INSERT REGISTRY AGREEMENT EFFECTIVE DATE]
Registry Agreement (“Agreement”) for the [.TLD] top-level domain (the “TLD”),
and shall continue to apply for so long as the TLD meets the requirements of
the definition of a .Brand TLD as set forth herein below.

1. If at any time ICANN determines, in its reasonable
discretion, that the TLD no longer qualifies as a .Brand TLD, ICANN will
provide Registry Operator with written notice of its determination. Registry
Operator will have 30 calendar days following the date of delivery of such
notice to either (i) meet the requirements of the .Brand TLD definition to
ICANN’s reasonable satisfaction, in which case the provisions of this
Specification 13 shall continue to apply, or (ii) initiate the dispute
resolution proceedings set forth in Article 5 of the Agreement during such 30
calendar day period disputing ICANN’s determination (a “Dispute Proceeding”).
If upon expiration of such 30 calendar day period, Registry Operator fails to
meet the requirements of the .Brand TLD definition to ICANN’s reasonable
satisfaction and has not initiated a Dispute Proceeding pursuant to Article 5
of the Agreement, (i) the TLD shall immediately cease to be a .Brand TLD, (ii)
Registry Operator shall immediately comply with the provisions of the Agreement
as no longer modified by this Specification 13 (other than Section 2 hereof)
and (iii) the provisions of this Specification 13 (other than Section 2
hereof) shall thereafter no longer have any effect.

2. If Registry Operator initiates a Dispute
Proceeding, there will be no change in the status of the TLD as a .Brand TLD in
accordance with this Specification 13 during the pendency of such Dispute
Proceeding, so long as Registry Operator otherwise continues to operate the TLD
in compliance with the requirements of the definition of a .Brand TLD and this
Specification 13, other than with respect to the disputed issue(s). If,
following mediation pursuant to Section 5.1 of the Agreement, ICANN and
Registry Operator reach agreement resolving the Dispute Proceeding, the parties
shall implement such agreement. If the dispute is not resolved through
mediation, the Dispute Proceeding shall be resolved through a binding
arbitration proceeding pursuant to Section 5.2 of the Agreement. If upon
conclusion of the arbitration proceeding (i) ICANN’s determination is upheld in
full by the arbitrator or (ii) ICANN’s determination is upheld in part and
overturned in part by the arbitrator and Registry Operator does not commit in
writing to comply with the portion of ICANN’s determination that was upheld
within 5 days of the date the arbitrator released his or her findings and
actually comply with the portion of ICANN’s determination that was upheld
within 30 days of the date such findings were released, (a) the TLD shall
immediately cease to be a .Brand TLD effective on the date the arbitrator
released his or her findings, (b) Registry Operator shall immediately comply
with the provisions of the Agreement as no longer modified by this
Specification 13 (other than Section 2 hereof), and (c) the provisions of this
Specification 13 (other than Section 2 hereof) shall no longer have any effect
as of the date the arbitrator released his or her findings. If, upon
conclusion of the arbitration proceeding, ICANN’s determination is fully
overturned by the arbitrator, then ICANN’s determination shall have no effect
and the TLD shall remain a .Brand TLD. However, any resolution of a Dispute
Proceeding shall not limit or otherwise restrict ICANN’s right to subsequently
determine, in its reasonable discretion, that the TLD no longer qualifies as a
.Brand TLD. The date on which, if any, this Specification 13 (other than
Section 2 hereof) no longer has any effect is referred to as the
“Disqualification Date.”

3. Registry Operator is exempt from complying with the
requirements of the Registry Operator Code of Conduct (“Code of Conduct”) of
Specification 9 to the Agreement, notwithstanding the provisions of Section 6
of Specification 9. Any previously issued "Notice of Exemption"
respecting the Code of Conduct shall be automatically and immediately void upon
the effective date of this Specification 13. Thereafter, the provisions
this Specification 13 shall alone govern any exemption to the Code of Conduct.

4. Trademark
Clearinghouse.

4.1 Notwithstanding the requirements of Section 2.8 of
the Agreement, Section 1 of Specification 7 to the Agreement and Section 2 of
the Trademark Clearinghouse Rights Protection Mechanism Requirements (the “TMCH
Requirements”), Registry Operator is not required to provide a Sunrise Period
(as defined in the TMCH Requirements) or, except as set forth herein, otherwise
comply with the obligations set forth in Section 2 of the TMCH Requirements
(collectively, the “Sunrise Requirements”) so long as the TLD continues to be
qualified as a .Brand TLD by ICANN.

4.2 Registry Operator must comply with all other
provisions of the TMCH Requirements, including completing the Integration
Testing required by Section 1 of the TMCH Requirements and providing the Claims
Services required by Section 3 of the TMCH Requirements. Registry Operator
will provide ICANN (i) confirmation of completion of Integration Testing and
(ii) notice of the start date (the “Claims Commencement Date”) and end date for
the Claims Period (as defined in the TMCH Requirements) for the TLD, in each
case via the customer services portal at http://myicann.secure.force.com/.
Registry Operator may not Allocate (as defined in the TMCH Requirements) or
register a domain name in the TLD (except for “NIC” and self-allocation or
registration to itself of domain names pursuant to Section 3.2 of Specification
5) prior to the Claims Commencement Date.

4.3 Registry Operator must comply with the Sunrise
Requirements effective as of the Disqualification Date and commence a Sunrise
Period within 60 calendar days of the Disqualification Date. If, at the
Disqualification Date, the Trademark Clearinghouse or any successor or
alternative trademark validation authority appointed by ICANN is not in
operation, Registry Operator must implement the Sunrise Requirements through an
alternative mechanism developed by Registry Operator that is reasonably
acceptable to ICANN. As of the Disqualification Date, Registry Operator may
not Allocate or register any additional domain names to third parties prior to
the Allocation or registration of all Sunrise Period registrations except as
permitted by Section 2.2.4 of the TMCH Requirements. In the event ICANN
develops an alternative version of the TMCH Requirements specifically for
.Brand TLDs or former .Brand TLDs, Registry Operator agrees to comply with such
alternative requirements if such requirements are similar to the TMCH Requirements
in effect as of the date hereof as modified by this Specification 13.

5. The second sentence of Section 2.9(a) of the Agreement
is superseded by the following:

Subject to the
requirements of Specification 11, Registry Operator must either (i) provide
non-discriminatory access to Registry Services to all ICANN accredited
registrars that enter into and are in compliance with the registry-registrar
agreement for the TLD; provided that Registry Operator may establish
non-discriminatory criteria for qualification to register names in the TLD that
are reasonably related to the proper functioning of the TLD, or (ii) designate
no more than three ICANN accredited registrars at any point in time to serve as
the exclusive registrar(s) for the TLD.

6. Section 4.5 of the
Agreement is superseded by the following:

4.5 Transition of Registry upon Termination of
Agreement.

(a) Upon expiration of the Term pursuant to Section 4.1
or Section 4.2 or any termination of the Agreement pursuant to Section 4.3 or
Section 4.4, Registry Operator will provide ICANN or any successor registry
operator that may be designated by ICANN for the TLD in accordance with this
Section 4.5 with all data (including the data escrowed in accordance with
Section 2.3) regarding operations of the registry for the TLD necessary to
maintain operations and registry functions that may be reasonably requested by
ICANN or such successor registry operator. After consultation with Registry
Operator, ICANN shall determine whether or not to transition operation of the
TLD to a successor registry operator in its sole discretion and in conformance
with the Registry Transition Process; provided, however, that, subject to the
terms of this Section 4.5, if the TLD is qualified as a .Brand TLD by ICANN in
accordance with Specification 13 on the date that the Agreement expires or
terminates (the “Expiration Date”), ICANN may not delegate the TLD to a
successor registry operator for a period of two years following the Expiration
Date without Registry Operator’s consent (which shall not be unreasonably
withheld, conditioned or delayed), unless ICANN reasonably determines that
transitioning operation of the TLD is necessary to protect the public
interest.

(b) If ICANN determines, in its reasonable discretion, that
transitioning operation of the TLD is necessary to protect the public interest,
then ICANN will provide Registry Operator with written notice and a reasonably
detailed explanation for its public interest determination. If, within 30
calendar days of receipt of such notice, Registry Operator initiates the
dispute resolution proceedings as set forth in Article 5 of the Agreement
disputing ICANN’s determination, ICANN will not transition operation of the TLD
to a successor registry operator during the pendency of such proceedings. If,
following mediation pursuant to Section 5.1 of the Agreement, ICANN and
Registry Operator reach agreement resolving the dispute, the parties shall
implement such agreement. If the dispute is not resolved through mediation, the
dispute shall be resolved through a binding arbitration proceeding pursuant to
Section 5.2 of the Agreement. If, upon conclusion of the arbitration
proceeding, ICANN’s determination is not fully overturned by the arbitrator,
ICANN may delegate and transition the operation of the TLD to a successor
registry operator on or following the date the arbitrator released his or her
findings. If, upon conclusion of the arbitration proceeding, ICANN’s
determination is fully overturned by the arbitrator, then ICANN may not
delegate or transition the operation of the TLD based on ICANN’s determination
that the such delegation and transition is necessary to protect the public
interest.

(c) For the avoidance of doubt, an Emergency Operator
will not be considered a successor registry operator for purposes of this
Section 4.5. In addition, this Section 4.5 shall not prohibit ICANN from
accepting applications for or delegating the TLD pursuant to a future
application process for the delegation of top-level domains, subject to any
processes and objection procedures instituted by ICANN in connection with such
application process intended to protect the rights of third parties. Registry
Operator agrees that ICANN may make any changes it deems necessary to the IANA
database for DNS and WHOIS records with respect to the TLD in the event of a
transition of the TLD pursuant to this Section 4.5. In addition, ICANN or its
designee shall retain and may enforce its rights under the Continued Operations
Instrument for the maintenance and operation of the TLD, regardless of the
reason for termination or expiration of the Agreement.

7. Registry Operator
agrees to conduct internal reviews at least once per calendar year to ensure
that the TLD meets the requirements of the definition of a .Brand TLD. Within
20 calendar days following the end of each calendar year, Registry Operator
will provide ICANN with the results of its internal review(s), along with a
certification executed by one of its executive officers certifying that the TLD
meets the requirements of the definition of a .Brand TLD. These materials will
be submitted to ICANN by via email at registrylegalnotices@icann.org. Registry
Operator agrees that ICANN may publicly post the results of Registry Operator’s
review and certification, but ICANN will keep confidential and not publish any
information that is, and Registry Operator has marked as, Confidential
Information, other than in compliance with Section 7.15 of the Agreement.
ICANN may specify in the future the form and content of these reports or inform
Registry Operator that the reports be delivered by other reasonable means.

8. Registry Operator
must promptly notify ICANN in writing of any change to the TLD that could cause
the TLD to fail to meet the requirements of the definition of a .Brand TLD. In
addition, Registry Operator agrees to provide ICANN with any amendment or
modification to the registration policies for the TLD that could potentially
disqualify the TLD as a .Brand TLD.

9. Definitions.

9.1 “Applicable Brand
Registry Agreements” means this Agreement and all other registry agreements
that contain this Specification 13 between ICANN and the Applicable Brand
Registry Operators.

9.2 “Applicable Brand
Registry Operators” means, collectively, the registry operators of top-level
domains party to a registry agreement that contains this Specification 13,
including Registry Operator.

(i) the TLD string is identical to the textual
elements protectable under applicable law, of a registered trademark valid
under applicable law, which registered trademark:

a. is recorded with, and issued a signed data
mark file by, the Trademark Clearinghouse or any successor or alternative
trademark validation authority appointed by ICANN, if such trademark meets the
eligibility requirements of such validation authority (provided that Registry
Operator is not required to maintain such recordation for more than one year);

b. is owned and used by the Registry Operator
or its Affiliate in the ordinary course of Registry Operator’s or its Affiliates’ business in connection
with the offering of any of the goods and/or services claimed in the trademark
registration;

c. was issued to Registry Operator or its
Affiliate prior to the filing of its TLD registry application with ICANN;

d. is used throughout the Term continuously in
the ordinary course of business of Registry Operator or its Affiliate in
connection with the offering of any of the goods and/or services identified in
the trademark registration;

e. does not begin with a period or a dot; and

f. is used by Registry Operator or its
Affiliate in the conduct of one or more of its businesses that are unrelated to
the provision of TLD Registry Services; and

(ii) only Registry Operator, its Affiliates or
Trademark Licensees are registrants of domain names in the TLD and control the
DNS records associated with domain names at any level in the TLD;

(iii) the TLD is not a Generic String TLD (as
defined in Specification 11); and

(iv) Registry Operator has provided ICANN with
an accurate and complete copy of such trademark registration.

9.4 “Brand Registry Operator Approval” means the receipt of
each of the following: (i) the affirmative approval of the Applicable Brand
Registry Operators whose payments to ICANN accounted for two-thirds of the
total amount of fees (converted to U.S. dollars, if applicable, at the
prevailing exchange rate published the prior day in the U.S. Edition of the
Wall Street Journal for the date such calculation is made by ICANN) paid to
ICANN by all the Applicable Brand Registry Operators during the immediately
previous calendar year pursuant to the Applicable Brand Registry Agreements,
and (ii) the affirmative approval of a majority of the Applicable Brand
Registry Operators at the time such approval is obtained. For the avoidance of
doubt, with respect to clause (ii), each Applicable Brand Registry Operator
shall have one vote for each top-level domain operated by such Registry
Operator pursuant to an Applicable Brand Registry Agreement.

9.5 “Trademark Licensee” means
any corporation, partnership, limited liability company or similar legal entity
(and not a person) that has a written trademark license agreement with Registry
Operator or its Affiliate, for use of the registered trademark owned by
Registry Operator or its Affiliate, the textual elements of which correspond
exactly to the .Brand TLD string operated by Registry Operator, where:

(i) such license
is valid under applicable law;

(ii) such license
is for the use of such trademark in the regular course of that entity’s
business outside of the provision of TLD Registry
Services, and is not primarily for the purpose of enabling registration
or use of domain names in the TLD;

(iii) such
trademark is used continuously in that entity’s business throughout the Term;
and

(iv) the domain
names in the TLD registered to the Trademark Licensee are required to be used
for the promotion, support, distribution, sales or other services reasonably related
to any of the goods and/or services identified in the trademark registration.

10. Except as specifically provided for in this
Specification 13, all other provisions of the Agreement will continue to apply.
All capitalized terms not defined in this Specification 13 shall have the
meaning given to them in the Agreement.

11. Notwithstanding Sections 7.6
and 7.7 of the Agreement, if any amendment contemplated by Section 7.6 or 7.7
of the Agreement (other than bilateral amendments between ICANN and Registry
Operator and Board Amendments) would, if effective, amend the express terms of
this Specification 13, such amendment shall not amend the express terms of this
Specification 13 unless such amendment also receives Brand Registry Operator
Approval. For the avoidance of doubt, (i) nothing in this Section 11 of this
Specification 13 shall restrict ICANN and Registry Operator from entering into
bilateral amendments and modifications to this Specification 13 or any other
provision of the Agreement, (ii) the requirements of this Section 11 of this
Specification 13 shall not apply to any Board Amendment or otherwise restrict
the adoption of Board Amendments pursuant to Section 7.6 of the Agreement, and
(iii) if any amendment does not receive the required Registry Operator Approval
under Section 7.6 or 7.7 of the Agreement, as applicable, the terms of this
Specification 13 shall not be amended by such amendment even if such amendment
receives Brand Registry Operator Approval.

IN WITNESS WHEREOF,
the parties hereto have caused this Specification 13 to be executed by their
duly authorized representatives as of the effective date of this Specification
13 first stated above.